Richard Alario
DNOWAbout Richard Alario
Independent Chairman of the Board at DNOW since April 2021; independent director since 2014. Former interim CEO (Nov 2019–Jun 2020) and interim Executive Vice Chairman (Jun–Oct 2020). Previously CEO and director of Key Energy Services (2004–2016). Age 70. The Board affirms his independence under NYSE/SEC standards (Feb 2025 review).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DNOW | Independent Chairman of the Board | Apr 2021–present | Leads agenda-setting, executive sessions, information flow, candidate interviews, and board oversight functions as Independent Chair. |
| DNOW | Interim CEO | Nov 2019–Jun 2020 | Stabilized leadership during transition; later returned to independent roles. |
| DNOW | Interim Executive Vice Chairman | Jun 2020–Oct 2020 | Short-term executive support post-interim CEO. |
| Key Energy Services | Chairman & CEO | 2004–2016 | Led a public oilfield services company through industry cycles. |
| BJ Services | Vice President | From 2002 | Joined following acquisition of OSCA. |
| OSCA, Inc. | Various roles culminating in EVP | 21 years prior to 2002 | Oilfield services leadership and operations. |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Kirby Corporation | Chairman of the Board | Current | Member, Compensation Committee; Member, ESG & Nominating Committee. |
| National Ocean Industries Association | Former Chairman | Historical | Industry leadership role. |
Board Governance
- Committee assignments (2024-2025): Compensation Committee (member); Environmental, Social, Governance & Nominating (ESGN) Committee (member). He chaired the Compensation Committee until May 2024.
- Board leadership: Independent Chairman separate from CEO, with defined responsibilities (agenda, information flow, executive sessions, evaluator of CEO goals and performance). Executive sessions of non-employee directors held quarterly.
- Independence and attendance: Board affirmed Alario as independent (Feb 2025). Each incumbent director attended ≥75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting.
- Meeting cadence: Board met 4 times in 2024; committees met 14 times (Audit 8; Compensation 3; ESGN 3).
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Cash fees | Total fees earned or paid in cash | $155,250 |
| Equity | Restricted stock grant (13,311 shares) on May 22, 2024 at $14.35 per share; vests on first anniversary | $191,013 |
| Total | Cash + equity grant date fair value | $346,263 |
Director fee schedule (2024):
- Board retainer: $90,000 annually; Chairman retainer: $11,000 quarterly; Audit Chair $30,000; Audit member $17,500; Compensation or ESGN Chair $20,000; Compensation or ESGN member $7,500; Meeting fees only if >8 Board meetings (none in 2024).
Performance Compensation
- Non-employee director equity is time-based restricted stock that vests after one year; no performance-conditioned director awards disclosed.
Other Directorships & Interlocks
| Company | Role | Potential Interlock Note |
|---|---|---|
| Kirby Corporation | Chairman; comp and ESGN committee member | DNOW’s compensation peer group includes Kirby (2024 and 2025). The company discloses no compensation committee interlocks requiring Item 407(e) disclosure, and Alario is affirmed independent, but peer-group overlap warrants monitoring for perceived influence. |
Expertise & Qualifications
- Board skills matrix identifies Alario as CEO/Former CEO and Financial Expert, with strengths across energy, distribution/supply chain, strategic planning, business transformation, and international exposure.
- Deep sector leadership: 40+ years in oilfield services across operating and executive roles.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 262,422 shares; <1% of class (based on 108,823,368 shares outstanding as of Mar 24, 2025) |
| Outstanding restricted stock (as of Dec 31, 2024) | 13,311 shares (director grant) |
| Stock ownership guidelines | Directors required to hold 5x annual retainer; company reports all execs and directors are in compliance or on track. Hedging and pledging are prohibited. |
Governance Assessment
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Positives
- Independent Chairman structure with robust responsibilities and quarterly executive sessions; strong committee independence and coverage of cybersecurity, ERM, and ESG.
- Confirmed director independence and solid attendance; 95% Say-on-Pay support in 2024 reflects shareholder alignment on pay design.
- Strong alignment mechanisms: 5x director ownership guideline; prohibition on hedging/pledging; expansive clawback policy compliant with Rule 10D-1; Section 16(a) filings compliant.
- Director pay mix includes meaningful equity via annual restricted stock, aligning with shareholder returns.
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Watch items / potential red flags
- Peer benchmarking includes Kirby while Alario is Kirby’s Chairman and on Kirby’s compensation committee; DNOW discloses no interlocks requiring reporting and affirms independence, but investors may monitor for perceived peer selection influence.
- Prior interim executive roles at DNOW (2019–2020) could raise independence perception questions; Board has reaffirmed independence (2025).
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Related-party exposure
- Company notes transactions with companies affiliated with directors occur on market terms and are not material; conflicts must be disclosed to the Audit Committee Chair; no loans to directors; annual certifications required.